A Witch's power comes from the unseen world, the more they see the more their power over the unseen grows. The future reveals itself through tools of divination, be it thrown bones, tarot cards or a crystal ball. The veil between the living and the dead thins under a Witches gaze and the Witch knows the dead still have plenty to say. When a Witch looks into your eyes they see your true intent, reading your thoughts as if written clearly in an open book, and when a Witch brews a cup of tea it is infused with unseen power.

By a Witches side an unassuming pet, by her door an assuming broom and in her hand an unassuming apple offered as a gift . . . 

(Version 1 - Still some editing and testing needed)

 

Level 3: Potion or Poison

Beginning at 3rd level you gain either a herbalism kit or alchemy supplies and are proficient with the chosen tools.

On a short or long rest you can expend a spell slot to create a potion or a poison. You must spend a number of hours equal to half the spell slot level to create a Witch's Potion or a Witch's Poison. You must have a herbalism kit or alchemy supplies available. The number of Potions or Poisons you can have active at one time is equal to your level. For example: If you are level 5 you could have 3 Potions and 2 Poisons or 1 Potions and 4 Poisons.

Potion or Poison: A Witches Potion or Witches Poison can be kept in a bottle, flask or similar container where it will remain active for 24 hours after which it looses it's potency and becomes nothing more than faintly colored water. The bottle can be reused by the Witch if it is not lost or broken.

Witch's Healing Potion: A creature can take a Bonus Action to drink a potion or an Action to administer the potion to another creature restoring one d6 plus the Witches spellcasting modifier HP.

Witch's Harming Poison: A creature can take a Bonus Action to apply the poison to their active weapon causing their next hit to deal one d6 poison damage. Or a creature can make a melee attack using either their Dexterity or Strength modifier to splash a target causing one d6 poison damage. The creature hit by the attack must then succeed on a Constitution Saving Throw against the Witch's spell save DC or be Poisoned  until the end of the attacking creatures next turn.

The d6 for the potion or poison increases by one d6 for every spell level above 1st. For example if a 3rd level spell slot is used to create a potion the hit points gained will be three d6.

Witch's Treat: A Witch's Healing Potion or Witch's Harming Poison can be combined with food or drink such as an apple or wine extending the potency to one week. You can only have 2 Witch's Treats active at one time and you know when it has been consumed or lost it's potency. To identify a Witch's Treat as a potion or poison an investigation check equal to your spell save DC is required or a spell such as Detect Poison and Disease.

If the Witch's Treat Potion is consumed the creature gains double the amount of hit points the potion would normally give and is blessed for 24 hours. For example: if the potion is created with a level 3 spell slot and would normally give 3d6 hit points, when used to create a Witch's Treat Potion it will give 6d6 hit points. The creature then cannot benefit from a Witch's Treat for the next 4 days.

If the Witch's Treat Poison is consumed the creature takes double the amount of damage the poison would normally cause and is Poisoned for the next 24 hours. For example: if the poison is created with a level 2 spell slot and would normally cause 2d6 damage, when used to create a Witch's Treat Poison it will cause 4d6 damage. The creature then cannot be harmed by a Witch's Treat for the next 4 days.

Beginning at 6th level you can create a Potion that enlarges a creature's size or a Poison that Reduces a creature's size for a number of rounds equal to your proficiency bonus. You must use a spell slot of 2nd level or higher to create a Poison or Potion of this type.

Enlarging Potion: A creature can take a Bonus Action to drink a potion or an Action to administer the potion to another creature. The effected creature's size increases by one category—from Medium to Large, for example. The creature also has Advantage on Strength checks and Strength saving throws. The creature's attacks with its enlarged weapons or Unarmed Strikes deal an extra 1d4 damage on a hit.

Reducing Poison: A creature can take a Bonus Action to apply the poison to their active weapon or a creature can make a melee attack to splash a target. When splashed or hit by a weapon coated in poison the target must make a saving throw against the Witch's spell save DC. On a failed Constitution saving throw the target’s size decreases by one category—from Medium to Small, for example. The target also has Disadvantage on Strength checks and Strength saving throws. The target’s attacks with its reduced weapons or Unarmed Strikes deal 1d4 less damage on a hit (this can’t reduce the damage below 1).

Beginning at 10th level you can create a Potion that hastes a creature or a Poison that slows a creature for a number of rounds equal to your proficiency bonus. You must use a spell slot of 3rd level or higher to create a Potion or Poison of this type.

Hasting Potion: The target’s Speed is doubled, it gains a +2 bonus to Armor Class, it has Advantage on Dexterity saving throws, and it gains an additional action on each of its turns. That action can be used to take only the Attack (one attack only), Dash, Disengage, Hide, or Utilize action. When the potion wears off, the target is Incapacitated and has a Speed of 0 until the end of its next turn, as a wave of lethargy washes over it.

Slowing Poison: A creature can take a Bonus Action to apply the poison to their active weapon or a creature can make a melee attack to splash a target. When splashed or hit by a weapon coated in poison the target must make a saving throw against the Witch's spell save DC. On a failed Constitution saving throw against the Witch's spell save DC an affected target’s Speed is halved, it takes a −2 penalty to AC and Dexterity saving throws, and it can’t take Reactions. On its turns, it can take either an action or a Bonus Action, not both, and it can make only one attack if it takes the Attack action. If it casts a spell with a Somatic component, there is a 25 percent chance the spell fails as a result of the target making the spell’s gestures too slowly.

Beginning at 14th level you can create a Potion that calls forth spirits to help a creature or a Poison that calls forth spirts to harm a creature for a number of rounds equal to your proficiency bonus. You must use a spell slot of 4th level or higher to create a Potion or Poison of this type.

Spirit Helper Potion: Spirits of the dead flit around the creature for the potion’s duration. The spirits are intangible and invulnerable. Until the potion wears off, any attack the creature makes deals 1d8 extra damage when they hit a creature within 10 feet of them. This damage is radiant, necrotic, or cold (the witch's choice when making the potion). Any creature that takes this damage can’t regain hit points until the start of your next turn.

Harmful Spirt Poison: A creature can take a Bonus Action to apply the poison to their active weapon or a creature can make a melee attack to splash a target. When splashed or hit by a weapon coated in poison the target must make a saving throw against the Witch's spell save DC. On a failed Constitution saving throw against the Witch's save save DC spirits of the dead flit around the creature for the potion’s duration. The spirits are intangible and invulnerable. Until the Poison wears off, whenever the creature attacks they take 1d8 damage. This damage is radiant, necrotic, or cold (the witch's choice when making the poison). The creature can't regain hit points until the start of their next turn. 

 

Level 3: Hear the Unheard

Beginning at 3 level your insight pierces the minds of the living and the dead.

You gain the following spells

Detect Thoughts. You always have the Detect Thoughts spell prepared. You can cast it without a spell slot or spell components, and you must finish a Long Rest before you can cast it in this way again. You can also cast it using spell slots you have of the appropriate level.

Speak with Dead. You always have the Speak With Dead Spell Prepared. You can cast it without a spell slot or spell components, and you must finish a Long Rest before you can cast it in this way again. You can also cast it using spell slots you have of the appropriate level.

 

Level 3: Divination

Beginning at 3rd level glimpses of the future begin to press in on your awareness.

Some Witches throw bones, some read tarot cards and others stare into a crystal ball until the threads of fate unravel themselves.

Whenever you finish a Long Rest, roll two d20s and record the numbers rolled. You can use your reaction to replace any D20 Test made by you or a creature that you can see with one of these foretelling rolls. You must choose to do so before the roll, and you can replace a roll in this way only once per turn.

Each foretelling roll can be used only once. When you finish a Long Rest, you lose any unused foretelling rolls.

Level 6: Witch's Voice

Beginning at 6th level your connection and control over the minds of the living and the dead grows.

You gain the following features.

Turn Undead. As a Magic action, you light a wand of sage and proclaim that undead have no power here. Each Undead of your choice within 30 feet of you must make a Wisdom saving throw. If the creature fails its save, it has the Frightened and Incapacitated conditions for 1 minute. For that duration, it tries to move as far from you as it can on its turns. This effect ends early on the creature if it takes any damage, if you have the Incapacitated condition, or if you die. You can use this feature twice per Long Rest.

Telepathic Utterance. You can speak telepathically to any creature you can see within 60 feet of yourself. Your telepathic utterances are in a language you know, and the creature understands you only if it knows that language. Your communication doesn’t give the creature the ability to respond to you telepathically. This feature does not have a limit.

 

Level 10: See the Unseen

Beginning at 10th level you can increase your powers of perception. As a Bonus Action, choose one of the following benefits, which lasts until you start a Short or Long Rest. You can’t use this feature again until you finish a Short or Long Rest.

Darkvision You gain Darkvision with a range of 120 feet.

Greater Comprehension You can read any language.

See Invisibility You can cast See Invisibility without expending a spell slot.

 

Level 14: Flight

Beginning at 14th level you gain the ability to fly.

Choose from one of the following options.

As a Bonus Action, you conjure a Broom of Flying (or similar item approved by your DM) that gives you the ability to fly. The broomstick lasts for 1 hour or until you dismiss it (no action required). You can only have one broomstick conjured at a time.

This wooden broom functions like a mundane broom until you stand astride it and take a Magic action to make it hover beneath you, at which time it can be ridden in the air. It has a Fly Speed of 50 feet. It can carry up to 400 pounds, but its Fly Speed becomes 30 feet while carrying over 200 pounds. The broom stops hovering when you land or when you’re no longer riding it.

Or

As a Bonus Action, you Shape-shift into a small or tiny beast with a fly speed. You remain in this form for 1 hour or until you dismiss it (no action required) or until you are Incapacitated or die. 

Rules While Shape-Shifted. While in a form, you retain you current hit points, you retain your personality, memories, and ability to speak, and the following rules apply:

Game Statistics. Your game statistics are replaced by the Beast’s stat block, but you retain your creature type; Hit Points; Hit Point Dice; Intelligence, Wisdom, and Charisma scores; class features; languages; and feats. You also retain your skill and saving throw proficiencies and use your Proficiency Bonus for them, in addition to gaining the proficiencies of the creature. If a skill or saving throw modifier in the Beast’s stat block is higher than yours, use the one in the stat block.

No Spellcasting. You can’t cast spells, but shape-shifting doesn’t break your Concentration or otherwise interfere with a spell you’ve already cast.

Objects. Your ability to handle objects is determined by the form’s limbs rather than your own. In addition, you choose whether your equipment falls in your space, merges into your new form, or is worn by it. Worn equipment functions as normal, but the DM decides whether it’s practical for the new form to wear a piece of equipment based on the creature’s size and shape. Your equipment doesn’t change size or shape to match the new form, and any equipment that the new form can’t wear must either fall to the ground or merge with the form. Equipment that merges with the form has no effect while you’re in that form.

Once you use this feature, you can’t use it again until you finish a Long Rest.